HomeMy WebLinkAboutITEM VIII-B-9
AGENDA BILL APPROVAL FORM
Agenda Subject: Resolution No. 4080 Date: August 16, 2006
Department: Planning, Building Attachments: Budget Impact:
and Community Resolution No. 4080
Administrative Recommendation:
City Council adopt Resolution No. 4080.
Background Summary:
On July 3, 2006 the Auburn City Council passed a motion rescinding Resolution No. 3951. Resolution
No. 3951, approved by the City Council in December 2005, authorized the Mayor and City Clerk to
execute a development agreement between the City of Auburn, Glimcher SuperMall Venture, LLC,
Glimcher Development Corporation. and Wal-Mart Stores Inc. for the development of the new Wal-Mart
store in Auburn
The City Council action rescinding Resolution No. 3951 was in response to a lack of progress made on
the project at that time. As part of the motion, the City staff was requested to prepare a new resolution
for City Council consideration at the appropriate time.
On August 15, 2006, the City received correspondence from Wal-Mart's legal representative that Wal-
Mart has closed on the purchase of the properties proposed to be developed under the development
agreement. Recoded deeds were provided.
Reconsideration of a resolution authorizing the Mayor and City Clerk to execute the development
agreement is therefore appropriate at this time. The terms of the agreement are unchanged from that
considered by the City Council last December.
03.3.1
Reviewed by Council & Committees: Reviewed by Departments & Divisions:
o Arts Commission COUNCIL COMMITTEES: o Building o M&O
o Airport o Finance o Cemetery o Mayor
o Hearing Examiner o Municipal Servo o Finance o Parks
o Human Services o Planning & CD o Fire o Planning
o Park Board OPublic Works o Legal o Police
o Planning Comm. o Other o Public Works o Human Resources
o Information Services
Action:
Committee Approval: DYes ONo
Council Approval: DYes ONo Call for Public Hearing -'-'-
Referred to Until -'-'-
Tabled Until -'-'-
Councilmember: Norman I Staff: Osaki
Meetina Date: Auaust 21,2006 I Item Number: VIII.B.9
AUBURN * MORE THAN YOU IMAGINED
RESOLUTION NO. 4 0 8 0
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE A DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF AUBURN, GLlMCHER SUPERMALL
VENTURE, LLC, GLlMCHER DEVELOPMENT CORPORATION
AND WAL-MART STORES INC., FOR DEVELOPMENT OF THE
NEW WAL-MART STORE IN ABUURN
WHEREAS, the Supermall of the Great Northwest (the "Supermall") was
developed pursuant to City of Auburn Ordinance No. 4627, as amended by
Auburn Ordinance Nos. 4649, 4704, 4742,5001,5002 and 5003; and
WHEREAS, Wal-Mart presently owns and operates a retail store on
property comprised of about 9.1 acres located adjacent to and west of the
Supermall; and
WHEREAS, the City Council of the City of Auburn on December 5, 2005,
adopted Resolution 3951 authorizing a Development Agreement for the
development of a new Wal-Mart Store, which was rescinded by the Council on
July 3, 2006, due to a lack of progress on the project and the unexecuted
Development Agreement; and
WHEREAS, Wal-Mart recently acquired the property adjacent to and east
of the Supermall for the purpose of developing and operating a new retail store
(the "New Wal-Mart Store"), which development is also governed by the above
referenced Ordinances; and
WHEREAS, in order to provide for the new Wal-Mart Store development,
and to ensure the development of the New Wal-Mart Store is in a manner
Resolution No. 4080
August 16, 2006
Page 1
consistent with the said Ordinances and their intended purposes, the parties
have negotiated an agreement to accomplish the same; and
WHEREAS, it is in the public interest and best interests of the City to enter
into such agreement.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor of the City of Auburn and the Auburn City Clerk are
hereby authorized to execute an Agreement between the City of Auburn,
Glimcher Supermall Venture, LLC, Glimcher Development Corporation and Wal-
Mart Stores, Inc., for development of the new Wal-Mart Store to be located within
the City of Auburn which agreement shall be in substantial conformity with the
Agreement, a copy of which is attached hereto, marked as Exhibit "A" and
incorporated herein by this reference.
Section 2. The Mayor is hereby further authorized to implement such
administrative procedures as may be necessary to carry out the directives of this
legislation, including finalizing the exchange of easements and their recordation
in substantial conformity with the easement documents attached hereto, marked
as Exhibits "B" and "C" and incorporated herein by this reference.
Section 3. This Resolution shall take effect and be in full force upon
passage and signatures hereon.
Resolution No. 4080
August 16, 2006
Page 2
Dated and Signed this
ATTEST:
Danielle E. Daskam,
City Clerk
Daniel B. Held,
City Attorney
Resolution No. 4080
August 16, 2006
Page 3
day of
CITY OF AUBURN
PETER B. LEWIS
MAYOR
,200 .
EXHIB IT "A"
DEVELOPMENT EXPANSION AGREEMENT
FOR
SUPERMALL OF TIlE GREAT NORTIlWEST
This Development Expansion Agreement is made by this _ day of
2005, between and among the City of Auburn, a Washington Municipal Corporation (the "City")
Glimcher Supermall Venture, LLC a Delaware Limited Liability Company ("GSV"), Glimcher
Development Corporation ("GDC") and Wal-Mart Stores Inc., a Delaware Corporation ("Wal-
Mart"). Collectively, the City, GSV, GDC and Wal-Mart are the "Parties" hereto.
WHEREAS, GSV, an affiliate of GDC is the owner of the retail development in the City of
Auburn, known as "The Supermall of the Great Northwest (the "Supermall"), which was
developed pursuant to Ordinance No. 4627, as amended by Ordinance No.'s 4649, 4704, 4742,
500 I, 5002 and 5003 (collectively the "Ordinance");
WHEREAS, Wal-Mart presently owns and operates a retail store on property comprised of
about 9.1 acres located adjacent to and west of the Supermall (the "Existing Wal-Mart Store");
WHEREAS, Wal-Mart proposes to acquire other property adjacent to and east of the
Supermall for the purpose of developing and operating a new retail store (the "New Wal-Mart
Store"), which development is also governed by the Ordinance;
WHEREAS, the locations and general layout of the Supermall, the Existing Wal-Mart
Store and the New Wal-Mart Store are shown on a site plan marked Exhibit "A" and attached
hereto; and
WHEREAS, the Parties desire to enter into this Agreement to accomplish the following
purposes:
(i) To provide for the development of the New Wal-Mart Store in a manner
consistent with the Ordinance;
(ii) To confirm Wal-Mart's commitment to construct the New WaJ-Mart Store
in accordance with a design previously submitted to the City;
(iii) To approve modifications to the Site Plan for the Supermall, including
changes to the internal roadway system and parking field layout;
(iv) To confirm that existing State Environmental Policy Act (SEPA)
documentation for the Supermall is adequate to address the development
activities identified in this Agreement; and
(v) To provide for and approve a framework for the redevelopment of the
Existing Wal-Mart parcel.
Now THEREFORE, in consideration of the initial covenants and obligations set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which is
acknowledged by the Parties, the Parties hereby agree as follows:
DEVELOPMENT EXPANSION AGREEMENT
Page 1
1. New Wal-Mart Store. The New Wal-Mart Store shall be developed in general
conformity with the site plan attached hereto as Exhibit "B". The building design and
architectural elements of the New Wal-Mart Store shall be in general conformity with the
elevation drawings attached hereto as Exhibit "C". The construction and development of the
New Wal-Mart shall be in conformity with the permits and approvals granted by the City for the
development of the site, and shall be in conformity the plans and specifications upon which the
permits and approvals were granted, and in the Developer Public Facility Extension Agreement
for this project. The responsibility for such the construction and development shall be borne by
Wal-Mart. Wal-Mart shall also pay for the costs for design and relocation of the existing water
line on the site, to the satisfaction of the City.
2. Site Plan Modifications. Supermall internal roadways, parking field layout,
pedestrian walkways and related detail may be modified and built in accordance with Exhibit
"A" attached hereto. The City has determined that the site plan attached as Exhibit A is
generally consistent with the Supermall site plan approved under the Ordinance.
3. Glimcher Redevelopment of Existing Wal-Mart Store. Wal-Mart and GDC have
entered into a separate agreement, dated 2005 whereby Wal-Mart has
granted to GDC, subject to various terms and conditions, an option to purchase the existing Wal-
Mart Store building and approximately 9.1 acre parcel (the "Option Agreement"). The Option
Agreement provides that GDC shall have a period of 90 days from the date the new Wal-Mart
Store first opens to the public for business to exercise its option to purchase.
If GDC elects to exercise its option to purchase the Existing Wal-Mart Store building and parcel
and closes the purchase of that property, GDC shall:
A File application with the City for demolition of the Existing Wal-Mart
Store and redevelopment of the site into an open-air retail village
containing not less than two full service restaurants and other retail
offerings containing in the aggregate not less than 100,000 square feet; or
B. (i) present to the City a plan for the renovation and upgrading of the
existing building for its re-use by a Tenant or Tenants no less desirable to
the City than the existing SupermaII Anchor Tenants; and
(ii) file application with the City for one or more full service restaurants
on the Existing Wal-Mart Store site or elsewhere on the Supermall site.
The City and GDC understand and agree that, if GDC elects to exercise its option to
purchase the Existing Wal-Mart Store building and parcel and closes the purchase of that
propelty, no other use or occupancy may be made of the Existing Wal-Mart Store building and
parcel other than as set forth above without the prior written consent of the City.
The City and GDC understand and agree that it is neither practical nor prudent to
anticipate several years in advance which tenants will then be in favor or available or what
DEVELOPMENT EXPANSION AGREEMENT
Page 2
design concept at that future date will maximize the redevelopment opportunity for the Existing
Wal-Mart Store building and parcel. However, based on industry conditions today several
alternative concept plans, attached as Exhibit "D", serve as examples of the nature and scope of
GDC's preliminary planning for redevelopment of the site. Provided that GDC elects to exercise
its option to purchase the Existing Wal-Mart Store building and site, GDC intends to be as
aggressive as market conditions permit to maximize development on the site consistent with
good vehicular and pedestrian traffic flow through and within the site.
The City acknowledges that it has encouraged an aggressive redevelopment of the
Existing Wal-Mart Store site, within good site planning practice, and agrees to work
cooperatively with GDC with respect to GDC obtaining all required permits and approvals in a
timely manner.
4. No New SEPA Requirements" The City acknowledges and agrees that the projects
contemplated hereby, including the development of the New Wal-Mart Store, the redevelopment
of the Existing Wal-Mart Store building and parcel, and the minor modifications to the
Supermall site plan, all as depicted in Exhibits A, B, C and D attached hereto, do not require or
call for any further environmental review as the development as provided herein adequately
conforms to the parameters of the initial SEP A Review for the Supermall and the Ordinance, and
the actions taken relative thereto, as initially provided and as provided herein, are adequate to
address the impacts of the revised Supermall development project.
5. No New Rezone Required. The City acknowledges and agrees that the project
contemplated hereby does not require or call for any rezone from the current zoning of the
Supermall property, nor any amendment or modification to the Ordinance.
6. The Permits for the Proiect are Vested. The City acknowledges and agrees that (a)
Wal-Mart has filed a complete building permit application for the New Wal-Mart Store, File No.
BLD 05-0301 (the "Wal-Mart Permit Application"), (b) Wal-Mart has filed a complete facilities
extension permit application for the New Wal-Mart Store, File No. FAC# 050021, (c) the Wal-
Mart Permit Application conforms to current City development regulations and the Ordinance,
(d) the project contemplated by the Wal-Mart Permit Application is vested to current City
development regulations, and (e) the parties shall work in good faith to process the Wal-Mart
Permit Application and cooperatively address any issues involved therewith.
7. Supermall Expansion and Outparcel Development. The City acknowledges and
agrees that GSV has the right and has encouraged GSV to expand the Supermall and to build
additional retail in outparcel locations on the site. The City agrees to work cooperatively with
GSV with respect to GSV obtaining all required permits and approvals in a timely manner for
any such expansion of the Supermall. In order to maximize expansion or additional new retail
development on the site GSV hereby agrees with the City not to encumber the use of available
parking on the Supermall site by selling or leasing such parking space to any party other than
Supermall tenants. Provided, however, the City acknowledges that it has permitted an exception
from such prohibited use of existing parking for the current temporary parking arrangements for
the benefit of the White River Ampitheater group (the "WRA Agreement"). A copy of the WRA
Agreement is attached hereto as Exhibit "E"".
DEVELOPMENT EXPANSION AGREEMENT
Page 3
8. Wal-Mart Redevelopment of Existing Wal-Mart Store. If GDC elects not to
exercise its option to purchase the Existing Wal-Mart Store and parcel, GDC shall so notify Wal-
Mart and the City in writing. In that event, within 90 days from the date the New Wal-Mart
Store first opens to the public for business (if ever), Wal-Mart shall enter into an agreement with
an experienced retail development firm acceptable to the City for the redevelopment of the
Existing Wal-Mart Store building and parcel. Wal-Mart or such City approved developer shall:
A. File application with the City for demolition of the Existing Wal-Mart
Store and redevelopment of the site into an open-air retail village
containing not less than two full service restaurants and other retail
offerings containing in the aggregate not less than 100,000 square feet; or
B. Present to the City a plan for the renovation and upgrading of the existing
building for its re-use by a Tenant or Tenants no less desirable to the City
than the existing Supermall Anchor Tenants.
The City and Wal-Mart understand and agree that, if Wal-Mart ceases to conduct
business at the Existing Wal-Mart Store, no other use or occupancy may be made of the Existing
Wal-Mart Store property other than as set forth above without the prior written consent of the
City.
The City and Wal-Mart understand and agree that it is neither practical nor prudent to
anticipate several years in advance which tenants will then be in favor or available or what
design concept at that future date will maximize the redevelopment opportunity for the existing
Wal-Mart store site. However, based on industry conditions today several alternative concept
plans, attached as Exhibit "D", serve as examples of the nature and scope of Wal-Mart's
preliminary planning for redevelopment of the site, with respect to redevelopment of the existing
Wal-Mart store site. Wal-Mart intends to be as aggressive as market conditions permit to
maximize development on the site consistent with good vehicular and pedestrian traffic flow
through and within the site.
The City acknowledges that it has encouraged an aggressive redevelopment of the
Existing Wal-Mart Store site, within good site planning practice, and agrees to work
cooperatively with Wal-Mart with respect to Wal-Mart obtaining all required permits and
approvals in a timely manner.
9. Community Contribution. As part of the building permit application for the New
Wal-Mart Store on which this Agreement is predicated, Wal-Mart agrees that it shall contribute
$] 00,000 to the City for neighborhood revitalization and/or a multi service center and
completion of gateways to the City. Wal-Mart further agrees that its manager shall meet with the
Mayor each year, to audit past contributions and discuss how further community contributions by
Wal-Mart may be directed to help address community needs in Auburn.
10. Agreement Not to Challenge. By the signatures of their representatives hereon,
the parties agree not to challenge any of the provisions hereof in any cOUl1 or legal forum.
DEVELOPMENT EXPANSION AGREEMENT
Page 4
II. Severability. The rights and obligations of the Parties herein are separate and
independent, and the failure of any Party to comply with its obligations hereunder shall not
impair the rights of any other Party under this Agreement. If any provision of this Agreement
shall be held illegal or invalid by any court, this Agreement shall be construed and enforced as if
such illegal or invalid provision had not been contained herein and this Agreement shall be
deemed an agreement of the Parties hereto to the full extent permitted by law. If any provision
shall be declared invalid or unenforceable because of its breadth, scope or duration, such
provision shall be deemed modified to the extent necessary to make it valid and enforceable and
shall remain in full force and effect as so modified, or if not so modified, shall be severable from
the rest of this Agreement.
12. Entire Agreement: Modifications. The terms of this Agreement constitute the
entire agreement between the parties regarding the subject matter described herein. No
modification to this Agreement shall be binding unless in writing and signed by the Parties.
13. Successors. This Agreement is binding on and inures to the benefit of the Parties
and their successors and assigns.
14. Assignment. No Party may assign any of its rights or delegate any of its duties
pursuant to this Agreement without the prior written consent of the other Parties.
15. Waiver. The failure of either Party at any time to require performance of any
provision hereof by any other Party shall not be deemed a waiver and thereafter shall not deprive
that Party of its full right to require such performance in the particular instance or at any other
time. Any waiver must be in writing and signed by the waiving Party.
16. Governing Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington. Venue shall be in King County,
Washington.
17. Reasonableness. Whenever the consent or approval of a Party is required under
this Agreement, it shall be given in a timely manner and shall not be unreasonably withheld,
conditioned or delayed.
18. Authority. Each individual executing this Agreement represents and warrants that
(s)he is duly authorized by all necessary action of the Party on whose behalf (s)he is acting to
execute and deliver this Agreement on behalf of that Party, and that this Agreement is binding
upon such Party in accordance with its terms.
19. Further Assistance. The Parties shall execute such further documents and take
such other further actions as may reasonably necessary to can.y out the intent and provisions of
this Agreement.
20. Counterpal1s; Facsimile. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall constitute
DEVELOPMENT EXPANSION AGREEMENT
Page 5
the same Agreement, whether or not all Parties execute each counterpart. Signatures transmitted
by facsimile shall have the same effect as original ink signatures.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and date
first above written.
City of Auburn, a Washington
Municipal Corporation
Glimcher Supermall Venture, LLC
a Delaware Limited Liability Company
By:
Peter B. Lewis, Mayor
By:
Its:
Attest:
By: Glimcher Auburn, Inc., a Delaware
Corporation, its Managing Member
Glimcher Development Corporation
Danielle E. Daskam, City Clerk
Glimcher Development Corporation
By:
Its:
Approved as to Form:
Wal-Mart, Inc., a Delaware Corporation
Daniel B. Heid, City Attorney
By:
Its:
DEVELOPMENT EXPANSION AGREEMENT
Page 6
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SuperMall
Auburn, Washington
EXHIBIT D
Page 1
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Req'd Parking @ 1:250
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Req'd Parking @l1:1 00
Req'dParklngTotaf
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246
33,250 sf
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244
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Auburn, Washington
EXHIBIT D
Page 2
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Req~Parking@l:l00 215
Req'd Parking Total 557
Parking Provided 596
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GLIMCHER
SuperMall
Auburn, Washington
EXHIBIT D
Page 3
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Retail Big Box 41,500 sf
Req'd Parking @ 1:200 208
Retail B 38.000 sf
Req'd Parking @ 1 :250 1 S2
Restaurant 22.600 sf
Req'd Parking @ 1:1 00 226
Req'd hiking Tot.1 586
Plrklng PJ'OVid4!d 531
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EXHIBIT E
AMENDED AND RESTATED LICENSE AGREEMENT
(Ingress and Egress, Parking, Driveway and Circulation)
THIS AMENDED AND RESTATED LICENSE AGREEMENT (this "Restated
Agreemeht") is dated as of July 31, 2002, between Glimcher Supermall Venture, LLC, a
Delaware limited liability company ("Licensor"), and Bill Graham Ent~rprises, a California
corporation ('~Licensee''). This Restated Agreement amends and supersedes the License
Agreement between the parties dated May 23, 2000.
RECITALS
A. Licensor is the owner of certain real property commonly referred to as the
SuperMan of the Great Northwest located in King County, State of Washington ("Property"), as
more particularly described in Exhibit "A".
B. Licensee is the manager of the White River Amphitheater located on the
Muckleshoot Indian Reservation in King County, State of Washington which is referred to as the
"Licensee's Property."
C. Licensee desires to obtain from Licensor and Licensor desires to convey to
Licensee certain rights in the Property, subject to the terms and conditions contained in this
Agreement.
D. The Parties mutually desire to enter into this Restated Agreement in order
to revise the terms and conditions of the prior License Agreement between the Parties dated May
23, 2000, necessitated by unforeseen delays in construction of the White River Amphitheater.
AGREEMENT
NOW, THEREFORE, for valuable consideration,' the. receipt and adequacy of
which are hereby acknowledged, Licensor and Licensee agree as follows: .- .
1. License.
(a) Parking License. Licensor hereby grants to Licensee, its agents,
employees, invitees and licensees, a non-exclusive License to use those portions of the Property
shown cross hatched ("Parking Areas"), on the site plan ("Site Plan") attached hereto as
Exhibit "B". for the use of the 779 parking spaces (the "Parking License") for vehicular parking
by Licensee and its agents, employees, invitees and licensees on the days when Licensee is
conducting events on Licensee's Property, according to a schedule to be supplied to Licensor
('.Event Dates") Notwithstanding the foregoing, Licensor shall have the right to substitute
alternate parking areas (comparable in terms of ingress and egress) for some or all Parking Areas
at any time by providing reasonable advance notice to Licensee.
(b) . Access License. Licensor hereby grants to Licensee, its agents,
employees, invitees and sub-licensees, a non-exclusive license for ingress and egress to and from
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. the Parking Areas over the driveway on the Property for pedestrian. and vehicular ingress and
egress, driveway and circulation purposes to operate a "park apd ride" facility to transport
individuals parking on the Property to Licenseets Property on Event Dates ("Access License.))
(c) The Parking License and the Access License are collectively'
referred to in this Restated Agreement as the "Licenses.)t The portions of the Property
encumbered by the Licenses as depicted on the Site Plan are referred to. as the "Subject
Property.n The Licenses are Licenses in gross and shall be non-exclusive; providedt however,
Licensor shall not grant any right to utilize the Subject Property to any person or entity that shall
materially restrict Licenseets access to the Parking Spaces on Event Dates without the prior
written consent of Licensee, which consent shall not be unreasonably withheld, conditioned or
delayed.
2. Term. The term of this Restated Agreement ("Term"), shall be for one
year and shall commence on the later of May I, 2002 or the Opening Date of the White River
Amphitheater. The "Opening Date" of the White River Amphitheater shall be the date of the
first concert or other event held at the White River Amphitheater. If the Opening Date does not
occur prior to July I, 2005, this Restated Agreement shall automatically terminate and shall be
deemed null and void. After completion of the initial term of the Restated Agreement, Licensee
shall have two (2) options (each an "Option") to extend the Term of this Restated Agreement for
a period of one (1) year each, commencing on such date the Term, as extended (if applicable),
would otherwise expire and upon the same terms and conditions previously applicable. Licensee
may exercise any Option by delivering written notice to Licensor no later than three (3) months
prior to the expiration of the Term, as extended (if applicable).
3. Permitted Period. On Event Dates during the Term of this Restated
Agreement, Licensee shall have the right to use the Licenses between 5:00 p.m. and 1 :00 a.m.
(PDT), for a maximum of twenty-five (25) days during each calendar year provided, however,
that Licensee shall have no right to use or have access to the subject property between November
1 and January 1. Licensee shall deliver to LiGensor at least two (2) business days prior written
notice 'of Licensee's election to use the License in accordance with the terms and conditions of
this Restated Agreement.
4. Consideration. Licensee shall pay Licensor a fee of $3,895.00 for each
Event Date that Licensee elects to use the License pursuant to Section 3 above. Licensee shall
pay Licensor the foregoing fee to use the Licenses on or before the last business day of any
calendar month in which Licensee uses the Licenses.
5. Covenants. The Licenses are subject to the following covenants:
(a) Laws. Licensee, at its sole cost and expense, shall comply with all
federal, state or locallawst regulations, decisions of courts, ordinances, codes, permits or pennit
conditions, currently existing and as amended, enacted, issued or adopted in the future
(collectively, the "Laws"), which are or become applicable to Licensee's use of the Licenses or
the Subject Property.
SFRLIJU\A0G\S340n..02
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(b) Insurance. Without in any way limiting Licensee's
indemnification obligations under this Restated Agreement, Licensee shall obtain and keep in
force throughout the term of this Restated Agreement, a policy or policies of: (1) automobile
liability insurance covering all automobiles, trucks, vans and buses owned or leased by Licensee;
and (ii) commercial general liability insurance covering Licensee's use of the Licenses and
Subject Property with respect to any claims for personal injury liability, including, without
limitation, bodily injury, death, property damage liability and contractual liability for obligations
assumed under this Restated Agreement, with a combined single limit of $5,000,000 issued on
an occurrence basis. All such insurance shall: (a) be issued by companies licensed to operate in
Washington State with a general policyholder's rating of not less than "B+" and a financing
rating of not less than Class "VITI", as rated by "Bests" Insurance Reports; (b) name Licensor as
an additional insured; and (c) not be subject to modification or cancellation without at least
ten. (10) days' prior written notice to Licensor. Licensee shall furnish Licensor with evidence of
such insurance coverage before the first Event Date, and thereafter within five (5) days after
Licensee's receipt of Licensor's written request. If Licensee satisfies its insurance obligations
under this Restated Agreement in the fonn of a blanket policy of insurance, any binder or
certificate evidencing Licensee's insurance shall make specific reference to the Subject Property.
(c) Security and Maintenance by Licensee. At all times during
Licensee's use of the Subject Property in accordance with this Restated Agreement, Licensee
shall: (i) keep any improvements located on the Subject Property, but specifically excluding the
asphalt surface and landscaping installed on the Subject Property as of the date of this Restated
Agreement, in compliance with the Laws, this Restated Agreement and in a well-maintained,
safe and clean condition compatible with the Property; and (ii) be responsible for any security for
the use of the Subject Property. If, in the reasonable opinion of Licensor, Licensee shall fail in
its duty and responsibility of such maintenance and security, Licensor may give Licensee written
notice of such fact, whereupon Licensee shall, within thirty (30) days following delivery of such
written notice, undertake and shall thereafter complete the required maintenance work and/or
provide the required security, as applicable, to comply with the Laws and this Restated
Agreement. If Licensee fails to fulfill said duty and responsibility of maintenance and/or
security within such time period after receipt of any such written notice, it shall constitute a
default hereunder, and Licensor shall have the right to ter'minate the Restated Agreement
immediately. Licensor shall also have the right and power but not the obligation to perform or
cause to be performed such maintenance work and/or provide such security and Licensee shall be
liable for the cost of such work and shall promptly reimburse Licensor for the reasonable costs
thereof.
6. Maintenance by Licensor. It is the intent of Licensor and Licensee that
Licensor shall keep the asphalt surface and any landscaping installed on the Subject Property in
compliance with the Laws, this Restated Agreement and in a well-maintained, clean condition
. compatible with the Property at all times.
7. Limitations on Licensor. Subject to the tenns and conditions set forth in
this Restated Agreement, Licensor agrees for itsClf and its agents and employees, not to plant,
erect, alter, place or maintain, nor to pennit the planting, erection, alteration, placement or
maintenance of any tree, building or pennanent structure, including, without limitation, fences,
walls, driveways. or other barriers or pennanent structures (each a "Structure") on the Subject
SFRLllll\A0Gl5340374.02
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Property that unreasonably interfere with Licensee's use ()fthe Subject Property or decreases the
number of Parking Spaces. If Licensor constructs orpennits the construction of any Structure on
the Subject Property that unreasonably interferes with Licensee's use of the Subject Property or
decreases the number. of Parking Spaces, Licensor shall promptly remove any such Structure at
Licensor's sole cost and expense.
8. Indemnities.
(a) Licensee. Licensee shall defend, indemnify and hold Licensor and
its partners, directors~ officers, shareholders, agents and employees harmless from and against
any and all claims, demands, suits, actions, losses, damages, judgments, costs and expenses
(including reasonable attorneys' fees andcourt costs), arising from or in connection with: (i) the
use of the Subject Property and the Licenses by Licensee its agents, employees, invitees and
licensees; and/or (ii) any breach of any covenant of Licensee contained in this Restated
Agreement.
(b) Licensor. Licensor shall defend, indemnify and hold Licensee and
its partners, directors, officers, shareholders, agents and employees harmless from and against
any and all any claims, demands, suits, actions, losses, damages, judgments, costs and expenses
(including reasonable attorneys' fees and court costs), arising from or in connection with: (i) the
use of the Property by Licensor its agents, employees, invitees and licensees; and/or (ii) any
breach of any covenant of Licensor contained in this Restated Agreement.
9. Status of Title. This Restated Agreement is made subject to all conditions,
covenants, restrictions, leases, Licenses, licenses, liens, encumbrances and claims of title which
may affect the Subject Property, whether or not of record.
10. Notices. All notices given in connection with this Restated Agreement
shall be in writing and shall be personally delivered, sent by facsimile (with a hard copy to
follow the next business day by overnight mail), sent by certi.fied mail, postage prepaid, return
receipt requested or sent by a nationally recognized overnight courier such as FedEx, to the
following addresses or at such address as the other party is provided written notice of as provided
in this Section:
Ifto Licensor:
Glimcher Supennall Venture LLC
c/o Glimcher Properties Limited Partnership
20 South Third Street
Columbus, Ohio 43215
Attn: Director of Property Management
If to Licensee:
Bill Graham Enterprises, Inc.
P.O. Box 429094
San Francisco, CA 94142-9094
Attention: President
SFRLlBl\A0G\S3403'74.f)2
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11. Binding Effect. This Restated Agreement shall inure to the benefit of and
be binding upon, the respective heirs, personal representatives, successors and assigns of
Licensor and Licensee, respectively. Reference in this Restated Agreement to Licensor and
Licensee and its or their rights and obligations hereunder shall include reference to any
successors-in-interest and assignees of Licensor and Licensee.
12. Interpretation. This Restated Agreement shall be construed in accordance
with and governed by the laws of the State of Washington. If any provision of this Restated
Agreement or application thereof to any person or circumstances shall to any extent be invalid,
the remainder of this Restated Agreement shall not be affected and each provision of this
Restated Agreement shall be valid and enforced to the fullest extent permitted by law. This
Restated Agreement can only be modified by a writing executed by Licensor and Licensee.
Exhibits -"^,' through "B" attached to this Restated Agreement are incorporated by reference
herein. There are no third-party beneficiaries to this Restated Agreement.
13. Entire Agreement. This Restated Agreement contains the entire
agreement between the parties hereto with respect to the subject matter hereof and no addition to
or modification of any term or provision of this Restated Agreement shall be effective unless set
forth in a writing signed by Licensor and Licensee.
IN WITNESS WHEREOF, the parties have executed this Restated Agreement as
ofthe date first set forth above.
"LICENSOR":
"LICENSEE":
Glimcher SupermalI Venture, LLC,
a Delaware limited liability company
By: Glimcher Auburn, Inc.
a D laware corporation
its anaging Member
By:
Bill Graham Enterprises, Inc.
a California corporation
4~
By:
Its: C- ;===u
John P. Hoeller
Senior Vice President
SFRLIBI'-'0GI5340J74.01
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Exhibit "A"
(Legal Description of the Property)
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EXHIBIT" A"
PARCEL [
ThoSl! portions of the Southwest quarter oC Section 13,> the Northwest quarter of
S~rion:!.J and the Northeast quarter oC Section 23, aU in Town3hip 21 North, Range
-t East. WiUamelte ~[eridian, in King County. Wasllln&ton. and portions oC-O- StreH
South~'est and [ndustry Drive Southwest vacated by City of Auburn Ordinance Nos.
-tGG9 and 4668 , hnd of Lots 29. 31, 32.33,34,35 and 36, Auburn "400- Corporate
Par" Di\uion l. according to the plat thereoC, recorded in Volume 128 oC Plats, Page,
9. through 99 inclusive, in King County, Washin&tOn, described as a whole as follows:
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Commencing at the Northea3t corner oCLat 37. Auburn -400" Corporate Park Division
L according to the plat thereof, recorded in Volume 126 oCPIals. Pages 97 through 99
indusive, in King County. Washington:
thence South 89. 19' 52- West a distance of 892.09 feet along the North line of3,aid plat
to the TRUE POINT OF BEGINNl NG;' .
thence North 10" 21' 40" East a distance of 2.059.16 feet to the Southerly margin of
S.R. 18 (P.S.H. No.2):
thence alonl: saW Southerly margin and the Southerly manP-n of S.R 167 the following
[ou, courses:
thence South 83' 13' 22" West a distance oC700.56 Ceet;
thence South 77. 30' 44- West a distance oC301.5O feet;
thence South 13. 17' {8" West a distance of 609.12 feet;
thence South 51" 29' 24" We,t a distance of 546.54 feet W tbe We,t line of ,aid Section
13;
thence South 00. 39' 06" East II distance of l.t16 feet along said we~t line to the
Southwest comer of 3aid &ction 13;
thence~uth 88- 41' 59'" We,t a distance of 24.12 feet along tbe North line of said
Section 23 to said Southerly margin o( S.R. 167; .
thence along the Southerly and Southea3terly margin of .said S.R.167 the following
Cour course3:. ' ,
thence SoutltS7" 29' 24' West a distance oC 482.00 (eet;
thence South 28. OS' 39" West a distance of 441.39 (eet;
thence South 33" 24' 4r West a: distance oC 466.91 feet; , '
thence South 27.56'41- West a distance of 87.47 feet 10 the North line of Tract -A-,
said Auburn -400M Corporate Park;
thence North 8S. 38' 10" East a distance of 353.56 feet tJollf last said North line to the
. East line ofsaid Tract -A-;
thence South 01.21' 50- East a distance o( 320.00 feet along said East line to the
!\onhwe:>t coeneroe Lot 29, said plat;
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continued...
Page 1 of 5 of ExlUbit "AM
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EXHIBIT "A". Continued._
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thence continuing South Ot. 21' 50. East a distan~ oC317.87 [eet along the West line
rhereofto the beginning o{ a non-tangent curve concave Westerly having a radius of
Jl.t.).t feet fa raaialline through said beginning bears Soutl159' 06' 3l~ East);
thence ~ortheastedy and Sortherly a wstance of 117.07 feet alon~ ~id CUIYe through
a central angl~ of 32. 15' 19~ to a point of tangency on the Eut line of the West 48.54
(eetofsaid Lot 29:
thence North 0 I" 21' 50~ West a distance of 474.21 feet alonr last uid East line and
its Northerly prolongation;
thence North 04" 07'11 ~ East a distance of 10.05 feet;
thence North 01" 21' 50. West a wstance oC 65.68 feet t.o the beginning of a curve
concave to the Southeast having a radius of284.50 feet;
the rice Northe~ly and Northeasterly a distance 0(302.82 Ceet along said curve through
a central angle o'C 60' 59' 07":
thence non-tangent to the preceding curve north 67' 57' 12~ East a distance of 42.52
feet to the beginning of a. non-tangent curve concave Southerly having a radius of
281.50 feet (a radial line through said beginning bears North 21" 47' 03~ West):
thence Northeastuly anti Easterly a distance of 100.33 feet along said curve through
a central angle 0(20' 25' 13";
thence North 88" 38' 10~ East a distan~e o{ 194.75 feet to the beginning of a curve
concave to the SOUthwest having a radius of 39.50 feet:
thence Easterly. Southe3.3terly and Southedy an arc distance of 62_59 feet along said
curve throug h a central angle of 90. 46' ~4" to 8. point of tangency on the West line of
the East 30.50 feet o{ said Northeast quarter of Section 23:
thence North 89. 25' 04~ East II wtance oCO.50 feet to the West \in'! oCthe East 30.00
feet of said Northeast quarteroCSection 23:
thence Soutb 00"34' 56~ E3.3t a wtance oC350.47 feet along last said West line; thence
South OO~ 51" 00" West II distance DC lQa.05 feet;
thence ~:uth 03- 27' 08" West a distance of 132.18 feet to the West line of the Eut
-12.00 feet of said Northeast quarter of Section 23:
thence South 00- 34' 56~ Eut a distance oC 51.21 feet alon~ last said West line;
thence North 89. 25' 04~ East a diatanQ' of 72.00 feet to the East line afthe West 30.00
feet of said Northwest quarter of Section 24;
thence South 00' 34' ~~ East a wtaoee of 164.48 feet along last said East line '0 the
South line of said portion oC"O" Street Southwest vacated by Ordi.nan~ Nllm~r 466~;
thence North 89- 25' 04~ East a distance of 4.63 feet alonJ said South tine;
thence North 03" 35' 32" West a cfutance or8.13 feet;
continued...
Page 2 of5 of Exhihit -K
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Parcel I. Continued...
EXHIBIT "NO. Continued...
thenc!! ~i)rth 00. :J..r'5O- West a distance of 3.88 feet to the beginning of a cUt"1!
':onc,n-e to the. Southeast having a radius of 3.5.00 feet:
thence :\"C"Jrtherlr. :->orcheaHerly and Easterly a distance of ;H,,98 feet along said Cut'''e
chrough a central angle of 90. 00' OO~:
the nce ~orth 89. 25' 04~ East a distance of 115.00 feet to the beginning of it curve
conCi\~"e Southerly having a radius of 282,,00 feet;
thence Easterly an arc distance of 87,,35 feet along said curve through a central angle
of 1,. H' 49~;
rhence South 72. 50' 07. East a distance of 238.01 feet to the beginning of a curve
conca"e Northerly having a radius of 3113.00 feet;
rhence Eastedy a distan:::e of98.98 feet along said curve through a central angle ocl,.
:;0' 01- to a point of tangency on che ~orth line of the Souch 180.00 feet oELot 32" said
plat: '.
thence :--forth 89.19' 52- East a distance of S'19.00 feet along last said North line and
it" Easterly prolongation to th" be~ng of a curve concave to the Southwest having
a radi\ls of 3~,,00 feet;
thence Ea~terly, Southeasterly and Southerly a distance of 54,,98 feet along said curve
through ;1. central angle of 00. 00' OO~;
thence South 00.40' 08- East a distance of 5.00 feet to the North line of right-of.way
described in deed to the City of Aubum recorded under King County Recording
"umber 94050614.16;
thence North 89' 19' 52~ East a distance of 72.00 feet along said North line to the
beginnin~ of a non-tangent curve concave to the Southe:l3t having a radius of 40.00 feet
(a radial line through said beginning bean South 89. 19' 52- West);
thence No['therly. Northeasterly and Easterly a di;tance of 62.83 (eet along said curve
through a central angle of 90. 00' OO~ to a point of tangency on the North tine of the
South 180_00 reet oCLot 34, $aid plat;
thence North.8S'" 19' 52- East a distance of 113.10 feet along lastuid North tine and
its Easterly prol~ngation to the beginning or a curve concave to the Southwest having
.3 radius of 40.00 feet; . -
thence Easterly: Southeasterly' and Southerly ~ distance of 62..80 (eet along said curve
through a central angle 0(89'" 57' 28- to the South line of that portion ofIndustry Drive
Southwest vacated by City of Auburn Ordinance No. 4668;
rhence :-Sorth89. 45' 30'" Ea:it a distance 0(36.00 feet along last !Aid South tine to the'
centerline of said (ndustry Drive Southwest;
thence North 00. 14' 30. West a distance oC 260.29 feet along said tenterline to said
~orth line oCsaid plat:
continued...
Page 3 of 5 ~fExhibit ~A-
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EXHIBIT "A", Continued...
Pared I, Continued..,
thence South 89- 19' 52- West a distance of 461.38 feet alon~ last said North line to the
TRr:E PQ[:-'TOf BEG[~NI:\G:
E.\CEPT that pertion thereof conveyed to the City of Auburn by Deed recorded under
Recording ~umber 9;)080203-53:
c.-\LSO K.'-:OWN AS a portion ofLo. A. City of Auburn Lot Line 'Adjustment No. LL\.
019.94. reqlrded under recording Number 9501100681.
PARCEL II
::-':on.exclusive easement as contained in Declaration of Sign Easement, dated
December 15. 1989 and record~d December 19, 1989 under Recording Number
8912191200.
PAR CEL III
~on'exclusive easement as contained in Pedestrian Walkway and Utility Easement.
dated December 1. 1993 and recorded 9312012065. a.'J modified by First Amendment
to Pedestrian Walkway and Utility Easement. dated JanU3.ry 10, 1995 Ilnd recorded
Januar}" 10. 1995 under Recording Number 9501100688, aod A33ignment and
Assumption of E~ment Intere,t between Wa,hin~n SuperMall Intere3t3, L.P" a
Delaware limited partnership and.9,limcher SuperMall Venture, LLC,a Delaware
limited liability company. dated ~~~\d J2. 199~ aod recorded in the Public
Records of Kin~ County. W lI.,hingtoo.
PARCEL IV
:\on.exclusive easement as contained in Reciprocal Ao:esa Easement. dated December
1. 1993 and recorded December I, 1993 under Recording Number 9312012066, ~aid
,~asemenl hu been modified ,by instrument date<I July ,8. 1994 and recorded under'
Recording Number 940tH01749, ,aid easement has been me<li.lied by instrument dated
January 10, 199~ aod recorded under Recording Number 9501100689. and As~ignment
and A~sumption of ElI.3emeot Inter~st b~tweeD Washington Su~rMall Intereata, L.P..
a Delaware limited partnership amlOlimcher SuperMaU Venture, LLC, a Delaware
limited liability company. dated ~~ l2.. 1m and recorded in the Public
Records of King County, Washington.
continued...
Page 4 of 5 of Exhibit -A-
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EXHIBIT "A". Continued_.
PARCEL V
,son.e:'tclu3ive easement as contained in Reciprocal Utility Ea~ment. dated- and
recorded December 1. 1993 under Recording Number 9312012068. said easement has
heen modified by instrument dated January 10. 1995 and recorded under Recording
,sumber 9501100690. and Assignment and .-u3uroption of Easement Interest between
'.YashingLon SuperMall Interests: L.P _ a Delaware limited partnenhip ~d Glimcher
Super.\lall Venture, LLC. ~ Delaware limited liability company. dated ~e~1t~~ 15::,
199'band recorded in the Public Record3 of King County, Wa..shington.
PARCEL VI
~on-exclu$ive easement as contained in Declaration of Reciprocal Ea..sements and
Construction and Operation Restriction,,- dated December 23, 1994 and recorded
January 10. 1995 under Recording Number 95011()0696. and A.5signment and
Assumption of Declaration of Reciprocal ~a3ements and Comtruction and Operation
R~striction3 between W ashin~on SuperMall Interests. L.P_. a Delaware limited
partnership and GJimcher SuperMall Venture. LLC. a Delaware limited liability
company. dated ~ 12. 199'0 and recorded in the Public Records of King
County. \Vashin gton.
PARCELVU
Non.exclusive easement as contained in Declaration of Reciprocal Easements and
Construction and Operation Restrictions Wal.Mart Parte!. dated January, 1995 and
recorded January 10. 19S5 under Recording NumbQr 9501100698, and As3ilfWI1ent and
Assumption of Declaration of Reciprocal Ea:>emen13 and Corutruction and Operation
Restrictio~, Wal-Mart ParCel. between Washington SuperMall Intere314, L.P., a
Delaware limited putoElrsbip a.n!JcGlimcher SuperMall Venture, LLC, a Delaware
limited liability company, dated ~U'}~~ JE: 199'l1 and in the Public &corda oeICing
County, Washington.
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PAR~EL VITI
Xon-exclusive easement a-' contained in A~eement Exerd,ingOption alld Grantin~
Reciprocal Roadway Ea&ement between Washington SuperMalI Intere-,t.3. L.P., a
Delaware limited partnership and Hapsmith Rosche Washington Partnership, a Texas
general partnership. dated December ZL 1991 aod recorded in the Public Record, of
Kin~ County. Wa,hingtoo.
Page 5 of 5 of Exhibit ~A~
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Exhibit "B"
(Site Plan)
· ,'AN:C' 00 n.ro~:: 15,: 5:2
Si.:?!F..Y.Att
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~25;c339006
. PAC~. 2/2
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EXHIBIT "B"
Return Address:
City of Auburn
City Clerk
25 West Main
Auburn, W A 9800 I
Above this line reserved for recording information.
PARTIAL RELINQUISHMENT OF EASEMENT
Grantor/Borrower:
9508302013, 95083020 12,
2002040100782
Auburn Valley 1, LLC, Home Electric
Company, INC.. Auburn Valley II, LLC
Auburn 400 Park Owners, NPC., and
Glimcher Supermall Venture. LLC
City of Auburn
NW %, SW 1/4. H-21-04E,
242104-9086.242104-9012.132104-
9114,242104-9088 & 242104-9076
Reference # (if applicable):
Grantee/ Assignee/Beneficiary:
Legal Description/STR:
Assessor's Tax Parcel ID#:
This PARTIAL RELINQUISHMENT OF EASEMENT is executed by the City of Auburn,
a Municipal Corporation of King County, (the "City") in order to implement Resolution
No. of the City Council of the City of Auburn dated
WHEREAS the City has an existing public water main easement crossing that
certain property in Auburn, Washington known as Lot], Lot 3, Lot 4, Tract A, and Lot A
of the Supermall Properties, King County, Washington, which water main easement is
recorded under King County Recording No(s). 9508302013, 9508302012 and
2002040100782 (the "Easement").
WHEREAS the City has determined pursuant to Auburn City Council Resolution
No. that portions of the Easement are in excess of City needs and should be
relinquished.
NOW, THEREFORE, the City hereby:
1. Relinquishes, vacates and forever abandons that portion of the Easement,
Recording No(s). 9508302013, 9508302012 and 2002040100782, described on
Exhibit A and B, attached hereto and by this reference made a part hereof.
Partial Relinquishment of Easement
Page I of 6
DATED and SIGNED this _ day of
,20_.
CITY OF AUBURN
Peter B. Lewis, Mayor
ATTEST:
APPROVED AS TO FORM:
Danielle E. Daskam, City Clerk
Daniel B. Heid, City Attorney
STATE OF WASHINGTON)
)ss.
County of King )
I certify that I know or have satisfactory evidence that Peter B. Lewis and DanieIle E.
Daskam were the persons who appeared before me, and said persons acknowledged that
they signed this instrument, on oath stated that they were authorized to execute the
instrument and acknowledged it as the MAYOR and CITY CLERK of the CITY OF
AUBURN to be the free and voluntary act of such parties for the uses and purposes
mentioned in this instrument.
Dated
Notary Public in and for the State of Washington
residing at
My appointment expires
\hi
File:
REF. H:Development\Forms\Legal Documents\2004
Partial Relinquishment of Easement
Page 2 of 6
EXHIBIT A
WATERLINE EASEMENT RELINQUISHMENT DESCRIPTION
THAT CERTAIN EASEMENT FOR WATER MAIN EXTENSIONS AND
APPURTENANCES THEREOF GRANTED TO THE CITY OF AUBURN BY
INSTRUMENT RECORDED UNDER RECORDING NO. 9508302013, RECORDS OF
KING COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
THOSE PORTIONS OF THE SOUTHWEST QUARTER OF SECTION 13 AND THE
NORTHEAST QUARTER OF SECTION 24, ALL IN TOWNSHIP 21 NORTH, RANGE 4
EAST, W.M., IN KING COUNTY, WASHINGTON, LYING WITHIN A STRIP OF LAND
30.00 FEET IN WIDTH, HAVING 15.00 FEET OF SUCH WIDTH ON EACH SIDE OF AN
EASEMENT CENTERLINE DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 24, THENCE
NORTH 89032'44" EAST 2,548.56 FEET ALONG THE NORTH LINE THEREOF TO THE
WEST MARGIN OF THE SEATTLE-TACOMA INTERURBAN RAILWAY RIGHT-OF-
WAY AS ESTABLISHED BY DEED RECORDED UNDER RECORDING NO. 213025
AND BY CONDEMNATION ENTERED SEPTEMBER 17, 1901, IN KING COUNTY
SUPERIOR COURT CAUSE NO. 32962;
THENCE SOUTH 00028'30" EAST 12.06 FEET ALONG SAID WEST MARGIN TO A 12-
INCH DIAMETER WATER MAIN AND THE TRUE POINT OF BEGINNING OF SAID
EASEMENT CENTERLINE;
THENCE ALONG SAID WATER MAIN AND EASEMENT CENTERLINE THE
FOLLOWING TWO COURSES:
THENCE WEST 525.14 FEET TO A POINT AT WHICH THE WIDTH OF SAID STRIP
REDUCES TO 20.00 FEET;
THENCE SOUTH 42021'18" WEST 191.63 FEET TO THE EASTERLY LINE OF LOT A,
CITY OF AUBURN LOT LINE ADJUSTMENT NO. LLA 0019-94, RECORDED UNDER
RECORDING NO. 9501100684, AND THE TERMINUS OF SAID EASEMENT
CENTERLINE AND FROM SAID TERMINUS THE NORTHEAST CORNER OF SAID
LOT A BEARS NORTH 10021'40" EAST, 777.59 FEET DISTANT;
THE SIDELINES OF THIS EASEMENT SHALL BE SO SHORTENED OR LENGTHENED
SO AS TO MEET AT ANGLE POINTS AND TERMINATE IN SAID WEST MARGIN AND
SAID EASTERLY LINE;
TOGETHER WITH THAT PORTION OF THAT CERTAIN EASEMENT FOR WATER
MAIN EXTENSIONS AND APPURTENANCES THEREOF GRANTED TO the CITY OF
AUBURN BY INSTRUMENT RECORDED UNDER RECORDING NO. 9508302012,
RECORDS OF KING COUNTY, WASHINGTON, LYING WITHIN A STRIP OF LAND
20,00 FEET IN WIDTH. HAVING 10.00 FEET OF SUCH WIDTH ON EACH SIDE OF AN
EASEMENT CENTERLINE DESCRIBED AS FOLLOWS:
Partial Relinquishment of Easement
Page 1 of6
COMMENCING AT THE NORTHEAST CORNER OF LOT A, CITY OF AUBURN LOT
LINE ADJUSTMENT NO. LLA 0019-94, RECORDED UNDER KING COUNTY
RECORDING NO. 9501100684, THENCE SOUTH 10021'40" WEST 775.16 FEET
ALONG the EASTERLY LINE THEREOF TO the CENTER OF A 12-INCH DIAMETER
WATER MAIN AND THE TRUE POINT OF BEGINNING OF SAID CENTERLINE
DESCRIBED HEREIN;
THENCE ALONG SAID WATER MAIN AND EASEMENT CENTERLINE THE
FOLLOWING TWO COURSES:
THENCE SOUTH 42052'56" WEST 41.81 FEET;
THENCE SOUTH 07050'11" WEST 21.18 FEET TO A LINE BEARING NORTH 89028'03"
EAST AND THE TERMINUS OF SAID CENTERLINE;
THE SIDELINES OF THIS EASEMENT SHALL BE SO SHORTENED OR LENGTHENED
SO AS TO MEET AT ANGLE POINTS AND TERMINATE IN SAID EASTERLY LINE OF
LOT A AND IN SAID LINE BEARING NORTH 89028'03" EAST;
ALSO TOGETHER WITH THOSE PORTIONS OF THAT CERTAIN EASEMENT FOR
LAYING, MAINTAINING AND INSTALLING WATERLINES AND APPURTENANCES
THEREOF GRANTED TO the CITY OF AUBURN BY INSTRUMENT RECORDED
UNDER RECORDING NO. 20020401000782, RECORDS OF KING COUNTY
WASHINGTON, DESCRIBED AS FOLLOWS:
PORTION NO.1:
THAT PORTION OF SAID EASEMENT LYING NORTHERLY OF A LINE LYING 7.50
FEET SOUTHERLY OF, AS MEASURED AT RIGHT ANGLES TO THE FOLLOWING
DESCRIBED LINE:
COMMENCING AT THE INTERSECTION OF THE NORTH LINE OF SECTION 24,
TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON
AND THE WEST MARGIN OF THAT CERTAIN WATERLINE EASEMENT IN SAID
SECTION DESCRIBED IN INSTRUMENT RECORDED UNDER KING COUNTY
RECORDING NO. 6138769, THENCE SOUTH 00028'30" EAST 192.84 FEET ALONG
SAID WEST MARGIN TO THE TRUE POINT OF BEGINNING OF SAID LINE
DESCRIBED HEREIN;
THENCE SOUTH 89028'03" WEST 38.22 FEET;
THENCE SOUTH 78"13'03" WEST 57.45 FEET;
THENCE SOUTH 89G28'03" WEST 25.00 FEET TO THE TERMINUS OF SAID LINE;
PORTION NO.2:
A STRIP OF LAND 15.00 FEET IN WIDTH. HAVING 7.50 FEET OF SUCH WIDTH ON
EACH SIDE OF AN EASEMENT CENTERLINE DESCRIBED AS FOLLOWS:
COMMENCING AT POINT "A" AS DESCRIBED IN SAID INSTRUMENT, THENCE
SOUTH 89027'41" WEST 7.50 FEET TO THE WESTERLY MARGIN OF SAID
EASEMENT AND THE TRUE POINT OF BEGINNING OF SAID CENTERLINE
DESCRIBED HEREIN;
Partial Relinquishment of Easement
Page 4 of 6
THENCE CONTINUING SOUTH 89027'41" WEST 138.19 FEET;
THENCE NORTH 03036'02" WEST 18.05 FEET TO THE TERMINUS OF SAID
CENTERLINE DESCRIBED HEREIN.
THE SIDELINES OF THIS EASEMENT SHALL BE SO SHORTENED OR LENGTHENED
SO AS TO MEET AT ANGLE POINTS AND TERMINATE IN SAID WESTERLY
EASEMENT MARGIN.
SITUATE IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON.
HAPSMITH COMPANY
SUPERMALL
WILLIAM A. HICKOX, P.L.S.
BRH JOB NO. 2004210.05
NOVEMBER 29, 2005
BUSH, ROED & HITCHINGS, INC.
2009 MINOR AVENUE EAST
SEATTLE, WA 98102
(206) 323-4144
Partial Relinquishment of Easement
Page 5 of 6
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LLA-00-0007
1.32104911400
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EXISTING WATER
EASEMENT PER AFN
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EXISTING WATER
EASEMENT PER AFN
20020401000782 TO
BE REUNQUISHED
LOT A
SPL-019-94
24210490760.3
EXISTING WATER
EASEMENT PER AFN
9508302012 TO BE
Ra/NQUISHED
I
I
LOT 3
LLA-00-0007
242104901200
EXHIBIT B - WATER UNE EASEMENT REUNQUISHMENT
Partial Relinquishment of Easement
Page 6 of 6
EXHIBIT "e"
Return Address:
City of Auburn
City Clerk
25 West Main
Auburn, W A 9800 I
Above this line reserved for recording information.
W A TERMAIN EASEMENT
FAC 05-0021
Reference # (if applicable): 20020401000782
Grantor/Borrower: Auburn Valley I. LLC, Horne Electric Company.
INC.. Auburn 400 Retail Park Owners Assn"
NPC., and Glirncher Supermall Venture. LLC
Grantee/Assignee/Beneficiary: City of Auburn
Legal Description/STR: NW 1/4, & SW lA, ] 3-21-04E
Assessor's Tax Parcel ID#: 2421 04-9086,242104-9012.242104-9088.
242104-9076
For and in consideration of the sum of TEN DOLLARS ($10.00) and other good
and valuable consideration, receipt of which is hereby acknowledged, and for benefits to be
derived by the Grantor herein, Grantor, Auburn Valley I, LLC, Home Electric Company,
INC, Auburn 400 Retail Park Owners Assn" NPC, and Glimcher SupermalJ Venture,
LLC hereby conveys and warrants to the City of Auburn, Grantee herein, a municipal
corporation of King County, Washington, its successors and assigns, a perpetual
Nonexclusive Easement under, over, through and across the following described real
property for the purpose of laying, maintaining, and installing a J 2-inch watermain AND
APPURTENANCES THEREOF, said real property being described as follows:
SEE EXHIBITS "A" AND "B", ATTACHED HERETO AND BY THIS
REFERENCE MADE A PART HEREOF.
This easement is given under the threat of and in lieu of Eminent Domain.
Said Grantee shall have the absolute right, at times as may be necessary, for
immediate entry upon said Easement for the purpose of maintenance, inspection,
construction, repair or reconstruction of the above improvements without incurring any
legal obligation or liability therefore.
Easement
Page I of 6
Said Grantee shall have the absolute right to place any type of driving surface
within said Easement deemed necessary by the Grantee.
Said Grantor shall not in any way block, restrict or impede access and egress to or
from said Easement, and/or in any way block, restrict or impede full use of the real
property within the above-described Easement by said Grantee for the above-described
purposes. No building, wall, rockery, fence, trees or structure of any kind shall be erected
or planted, nor shall any fill material be placed within the boundaries of said easement area,
without the express written consent of the City. With City permission, Grantor may fence
across said Easement and/or along the boundaries of said Easement provided that a gate is
constructed in said fence. Said gate shall be of sufficient length and location to allow the
Grantee full use of, and access and egress to and from the real property within the above-
described Easement. If said gate is to be locked, keys shall be provided to the Grantee.
No excavation shall be made within three (3) feet of said water or sewer service
facilities and the surface level of the ground within the easement area shall be maintained
at the elevation as currently existing. Grantor additionally grants to the City, the use of
such additional area immediately adjacent to said easement area as shall be required for the
construction, reconstruction, maintenance and operation of said water or sewer facilities.
The use of such additional area shall be held to a reasonable minimum and in the case of
any damage or disruption of the premises, the City shall return the property to a condition
as reasonably comparable to its condition as it existed immediately before entry and/or
work was made thereon by the City or its agents. In addition to the other restrictions
herein, Grantor shall not convey to a third party any easement or other right of usage in the
property that would impair or limit the City's use of the easement area.
This Easement shall be a covenant running with the above-described real property
and burden said real estate, and shall be binding on the successors, heirs and assigns of all
parties hereto.
IN WITNESS WHEREOF, said corporation has caused this instrument to be executed by
its proper officer(s) this _ day of ,2005.
ADD Signature block of all Grantors
Authorized Signature
Authorized Signature
'lib
File: #
REF. H:Development\Forms\Legal DoclIments\2005
Easement
Page 2 of 6
ADD NOlarv for LLC. Corporate & Non-profit Corp.
Easement
Page 3 of 6
EXHIBIT A
WATERLINE EASEMENT DESCRIPTION
THOSE PORTIONS OF LOT 1 AND TRACT A, CITY OF AUBURN SHORT PLAT NO,
SPL-005-98, RECORDED UNDER RECORDING NO. 9812221898, AND OF LOT 3,
CITY OF AUBURN LOT LINE ADJUSTMENT NO, LLA-00-0007, RECORDED UNDER
RECORDING NO, 20000629001453, RECORDS OF KING COUNTY, WASHINGTON,
LYING WITHIN A STRIP OF LAND 15.00 FEET IN WIDTH, HAVING 7.50 FEET OF
SUCH WIDTH ON EACH SIDE OF AN EASEMENT CENTERLINE DESCRIBED AS
FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE NORTH LINE OF SECTION 24,
TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M" IN KING COUNTY, WASHINGTON
AND THE WEST MARGIN OF THAT CERTAIN WATERLINE EASEMENT IN SAID
SECTION DESCRIBED IN INSTRUMENT RECORDED UNDER KING COUNTY
RECORDING NO. 6138769, THENCE SOUTH 00028'30" EAST 192.84 FEET ALONG
SAID WEST MARGIN TO THE TRUE POINT OF BEGINNING OF SAID EASEMENT
CENTERLINE DESCRIBED HEREIN;
THENCE SOUTH 89028'03" WEST 38.22 FEET;
THENCE SOUTH 78013'03" WEST 57.45 FEET;
THENCE SOUTH 89028'03" WEST 164.80 FEET TO A POINT HEREINAFTER
REFERRED TO AS POINT "A";
THENCE CONTINUING SOUTH 89028'03" WEST 20.43 FEET TO A POINT
HEREINAFTER REFERRED TO AS POINT "B";
THENCE CONTINUING SOUTH 89028'03" WEST 205.25 FEET TO A POINT
HEREINAFTER REFERRED TO AS POINT "C";
THENCE CONTINUING SOUTH 89"28'03" WEST 166.17 FEET TO THE EASTERLY
LINE OF LOT A, CITY OF AUBURN LOT LINE ADJUSTMENT NO. LLA-019-94,
RECORDED UNDER KING COUNTY RECORDING NO. 9501100684 AND THE
TERMINUS OF SAID EASEMENT CENTERLINE, AND FROM SAID TERMINUS THE
NORTHEAST CORNER OF SAID LOT A BEARS NORTH 10021'40" EAST, 835.06 FEET
DISTANT;
ALSO, BEGINNING AT SAID POINT "A", THENCE SOUTH 00031'57" EAST 18.83 FEET
ALONG SAID EASEMENT CENTERLINE TO A TERMINUS THEREOF;
ALSO, BEGINNING AT SAID POINT "B", THENCE NORTH OCt31 '57" WEST 26.69
FEET ALONG SAID EASEMENT CENTERLINE TO A TERMINUS THEREOF;
ALSO, BEGINNING AT SAID POINT "C", THENCE NORTH 00031'57" WEST 23.00
FEET ALONG SAID EASEMENT CENTERLINE TO A TERMINUS THEREOF;
Easement
Page 4 of (,
THE SIDELINES OF THIS EASEMENT SHALL BE SO SHORTENED OR LENGTHENED
SO AS TO MEET AT ANGLE POINTS AND TERMINATE IN SAID WEST EASEMENT
MARGIN AND IN SAID EASTERLY LINE OF LOT A;
TOGETHER WITH THAT PORTION OF LOT A, CITY OF AUBURN LOT LINE
ADJUSTMENT NO. LLA-019-94, RECORDED UNDER KING COUNTY RECORDING
NO. 9501100684, LYING WITHIN A STRIP OF LAND 15,00 FEET IN WIDTH, HAVING
7.50 FEET OF SUCH WIDTH ON EACH SIDE OF AN EASEMENT CENTERLINE
DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID LOT A, THENCE SOUTH
10021'40" WEST 835.06 FEET ALONG THE EASTERLY LINE THEREOF TO THE TRUE
POINT OF BEGINNING OF SAID EASEMENT CENTERLINE;
THENCE SOUTH 89028'03" WEST 11.46 FEET ALONG SAID CENTERLINE TO A
POINT ON A LINE LYING PARALLEL WITH AND 10.00 FEET EASTERLY OF THE
CENTERLINE OF AN EXISTING 12-INCH DIAMETER WATER MAIN, AS MEASURED
AT RIGHT ANGLES THERETO, SAID PARALLEL LINE BEING THE EASTERLY
MARGIN OF THAT CERTAIN EASEMENT GRANTED TO THE CITY OF AUBURN FOR
WATER MAIN EXTENSIONS AND APPURTENANCES THEREOF RECORDED UNDER
KING COUNTY RECORDING NO. 9508302012 AND SAID POINT BEING THE
TERMINUS OF THE EASEMENT CENTERLINE DESCRIBED HEREIN.
THE SIDELINES OF THIS EASEMENT SHALL BE SO SHORTENED OR LENGTHENED
SO AS TO TERMINATE IN SAID EASTERLY LINE OF LOT A AND IN SAID EASTERLY
EASEMENT MARGIN.
SITUATE IN THE CITY OF AUBURN, KING COUNTY, WASHINGTON.
BCRA
SUPERMALL
WILLIAM A. HICKOX. P.L.S.
BRH JOB NO. 2004210.05
NOVEMBER 28, 2005
BUSH, ROED & HITCHINGS, INC.
2009 MINOR AVENUE EAST
SEATTLE, W A 98102
E<Js<:m<:nl
Page:; of 6
Easement
Page6of6
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LOT A
SPl-019-94
242104907603
lOT 4
U.A-00-0007
132104911400 II
1\
EXISTING WATER rASalENr'\J:
PER N'N 6.38769 i
I
S71r.J'OJ"'W :
57.45' :
..
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! ~ C5
III
S89'28'OJ"'W
568.11'
S89'2S'OJ"'W
38.22'
LOT 3
LLA-00-OOO7
242104901200
i I
-, r-.5'
: I
EXHIBIT 8 - WATER UNE EASEMENT